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UNITED STATES |
OMB APPROVAL
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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Schedule 13D |
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Under the Securities Exchange Act of 1934 |
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Liberté Investors Inc. |
(Name of Issuer) |
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Common Stock, par value $0.01 per share |
(Title of Class of Securities) |
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530154-10-3 |
(CUSIP Number) |
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Donald J. Edwards |
(Name, Address and
Telephone Number of Person |
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January 1, 2004 |
(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 7 Pages
CUSIP No. 530154-10-3 |
13D |
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1 |
NAMES OF REPORTING PERSONS |
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Donald J. Edwards |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
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(a) |
o |
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(b) |
o |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (See Instructions) |
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PF, OO |
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5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT |
o |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States |
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NUMBER OF |
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SOLE VOTING POWER |
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1,105,437 |
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SHARED VOTING POWER |
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-0- |
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9 |
SOLE DISPOSITIVE POWER |
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1,105,437 |
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10 |
SHARED DISPOSITIVE POWER |
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-0- |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,105,437 |
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12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN |
o |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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5.2% |
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14 |
TYPE OF REPORTING PERSON (See Instructions) |
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IN |
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Item 1. Security and Issuer.
The class of equity security to which this statement relates is the common stock (the Common Stock), par value $0.01 per share (Share), of Liberté Investors Inc., a Delaware corporation (the Issuer). The address of the principal executive offices of the Issuer is 200 Crescent Court, Suite 1365, Dallas, Texas 75201.
Item 2. Identity and Background.
This statement is being filed by Donald J. Edwards, by virtue of his beneficial ownership of greater than 5% of the outstanding Shares of the Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Edwards has acquired beneficial ownership (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder) of an aggregate of 1,105,437 Shares, 333,333 of which were purchased by Mr. Edwards for $999,999 cash consideration, provided from Mr. Edwards personal funds, and 772,104 of which represent vested stock options granted to Mr. Edwards pursuant to a nonqualified stock option agreement dated July 9, 2002 (the Option Grant Agreement) under the Issuers 2002 Long Term Incentive Plan.
The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.
Item 4. Purpose of Transaction.
Mr. Edwards acquired the Shares for investment purposes. Mr. Edwards is continuing to review the performance of his investment and his investment alternatives. As part of his ongoing review of his investment in the Shares, Mr. Edwards may explore from time to time a variety of alternatives, including the acquisition of additional securities of the Issuer or the disposition of
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securities of the Issuer in the open market or in privately negotiated transactions. In addition and in connection with the transactions contemplated by the Agreement and Plan of Merger, dated December 15, 2003, by and among the Issuer, USAH Merger Sub, Inc., USAuto Holdings, Inc. and the stockholders of USAuto Holdings, Inc. (the USAuto Acquisition), Mr. Edwards presently plans to (i) vote in favor of each of the matters described in the Preliminary Joint Proxy Statement/Prospectus filed with the Securities and Exchange Commission on Form S-1 on December 15, 2003 (the Registration Statement), which are proposed to be submitted to the Issuers stockholders for a stockholder vote at a special meeting, and (ii) exercise each of the rights to purchase additional Shares to which Mr. Edwards may be entitled to exercise pursuant to the Rights Offering described in the Registration Statement. Although the foregoing reflects activities presently contemplated by Mr. Edwards with respect to the Issuer, the foregoing is subject to change at any time, and there can be no assurance that Mr. Edwards will take any of the actions referred to above.
Except as set forth in the preceding paragraph, as of the date hereof, Mr. Edwards does not have any plan or proposal that is required to be described in this Item 4. Notwithstanding the foregoing, Mr. Edwards reserves the right to effect any such actions as he may deem necessary or appropriate in the future.
The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
1,105,437
-0-
1,105,437
-0-
Page 4 of 7 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Pursuant to the Option Grant Agreement, under our 2002 Incentive Plan, and in accordance with the terms of his employment agreement dated July 1, 2002, the Issuers board of directors granted to Mr. Edwards an option to purchase 2,573,678 shares of Common Stock at an exercise price of $3.00 per share. A portion of Mr. Edwards option shares vest and become exercisable as of the first day of each month following the grant date. For all periods of time prior to the Issuers first acquisition transaction, the portion of the option that will vest and become exercisable each month will be equal to the product of the total number of shares granted under the option multiplied by 1/60. For all periods of time after the Issuers first acquisition transaction, the portion of the option that will vest and become exercisable each month will be equal to the product of the total number of shares granted multiplied by 1/40. The option expires on July 9, 2012.
In connection with the consummation of the USAuto Acquisition, Mr. Edwards will resign as President and Chief Executive Officer of the Issuer and his employment with the Issuer will be terminated. His employment agreement provides, among other things, that all of the options that are granted to Mr. Edwards will become fully vested and exercisable as of the date of his termination.
The Issuer and Mr. Edwards have entered into a Registration Rights Agreement, dated as of July 1, 2002 (the Edwards Registration Rights Agreement), pursuant to which Mr. Edwards was granted certain registration rights until (i) such shares have been sold pursuant to a resale registration statement filed with the Securities and Exchange Commission, (ii) such shares have been sold under the safe-harbor provision of Rule 144 under the Securities Act of 1933, or (iii) such shares have been otherwise transferred and the Issuer has issued new stock certificates representing such shares without a legend restricting further transfer. Under the Edwards Registration Rights Agreement, the Issuer agreed to file a registration statement covering the shares of Common Stock that Mr. Edwards owned as of July 1, 2002, as well as those shares he may acquire from time to time pursuant to the exercise of the stock options. Pursuant to the terms of the Edwards Registration Agreement, such registration statement shall remain effective until the later of (i) the date which is 36 months following the date which the registration statement becomes effective and (ii) the date which is three months after such time on which Mr. Edwards is no longer an affiliate of the Issuer. In addition, if the Issuer proposes to register any of its securities for its own account or the account of its security holders under the Securities Act of 1933, other than on a registration statement concerning a business combination, an exchange of securities or any employee benefits plan, Mr. Edwards is entitled to request the inclusion of his registerable securities in such registration. The Issuer has agreed to bear all of the expenses of these registrations, except any underwriters commissions, discounts and fees, and the fees and expenses of any legal counsel to Mr. Edwards.
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Item 7. Material to be filed as Exhibits.
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 12, 2004 |
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/s/ Donald J. Edwards |
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Print Name: Donald J. Edwards |
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Page 7 of 7 Pages